M/S Shubhangi Finvest Private Limited And Anr. vs Registrar Of Companies And Anr.

This appeal is filed by M/s Shubhangi Finvest Private Limited (for brevity the ‘Company’), through its Director Mr. Tarun Kumar for revival,

under Section 252 of the Companies Act, 2013 (for brevity ‘the Act’) against the order of striking off the name of the company passed by the

Respondent under section 248 (5) of the Act read with Rule 9 of Companies (Removal of Names of Companies from the Register of Companies)

Rules, 2016 published on 30.06.2017 vide notification no. ROC/DEL/248(5)/STK-7/2879 by Registrar of Companies, the respondent herein.

The appellant company namely Shubhangi Finvest Private Limited and Pansy Holdings Pvt. Ltd. (hereinafter referred to as the ‘Company’)

is a Member of the Struck Off Company and presently holding 21.19% i.e 59,800 Equity shares of Shubhangi Finvest Private Limited (hereinafter

referred to as the ‘Company’) in New Delhi. The Struck Off company was incorporated in New Delhi on 8th of January, 1996 under the

provisions of the Companies Act, 1956, having CIN U65911DL1996PTC075297.

The registered office of the company at the time of striking off the company was situated at 112A, Samaipur, New Delhi-110042.

The authorised share capital of the Company at the time of striking off was Rs.30,00,000/- divided into 3,00,000 equity shares of Rs. 10 each. The

issued, subscribed and paid up Equity share capital of the Company was Rs. 28,21,700/- divided into 2,82,170 shares of Rs. 10 each.

The main objects of the Struck Off company are:

i. To carry on the business of Hire-Purchase, and financing of movable and immovable properties and assets of all kinds and description such as Plant,

Machinery, Vehicles, short term fund requirements, long term fund requirements for working capital And other main objects.

As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of financial statements for years 2014-2015 to

2016-17, the name of the company was struck off in terms of provision of Section 248(1) of the Companies Act, 2013 read with Rule 7 and Rule 9 of

the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.

The Appellant has submitted that the company was in operation and the business activities were carried out by the company during the period of

striking off but the reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of Companies due to

inadvertence on part of the management.

The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

i. The copies of Financial Statements of the company for the financial years from 31.03.2007 to 31.03.2017. The Balance Sheet as on 31.03.2017

reflects cash and cash equivalents of Rs.1,14,315/- and Loss of Rs. 70,80,748/-

ii. The copies of Bank Statement of Indraprastha Sehkari Bank Limited from 17.05.2010 to 30.06.2017, reflecting various transactions done by the

company during the period of striking off and having closing balance of Rs. 7,315/-

iii. The copies of Income Tax Returns filed for the assessment years 2008-09 to 2017-18 as NIL returns.

iv. The copies of challans for the returns for the financial year ending on 31.02.2007 to 31.03.2014.

It is further submitted by the Appellants that the failure to file financial statements and annual returns with the Registrar of Companies, NCT of

Delhi and Haryana was due to inadvertence on part of the management and as such there was no wilful or mala-fide motive behind non-filing of the

Financial Statements and Annual returns.

The Registrar of Companies has stated that it has no objection if the name of the Company is restored on proving by the Company that it was

carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional

fees.

The Income Tax Department has submitted in its report that there is no outstanding demand against the Assessee and has no objection if the

company is considered for revival.

The Section 252(3) contemplates that one of the three conditions are required to be satisfied before exercising jurisdiction to restore company to its

original name on the register of the Registrar of Companies namely:

i. That the company at the time of its name was struck off was carrying on business.

ii. Or it was in operation

iii. Or it is otherwise just that the name of the company be restored on the register.

The Appellant has submitted evidence mainly of the possession of immovable property by the company and further efforts of investment to be

made in immovable property by the company and that it has been in operation during striking off and therefore could not be termed as defunct

company. Thus, taking into consideration the provisions of Section 252(3) of the Companies Act, 2013 which vests this Tribunal with a discretion

where the Company whose name has been struck off and such Company is able to demonstrate that there is a running business as on the date when

the name was struck off and also keeping in consideration that it is just to do so can restore the name of the Company in the Register and in the

interest of all stakeholders including the Appellant itself who seeks restoration of the name of the Company in the register maintained by Registrar of

Companies, the company deserved to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is set aside. The restoration of

the company’s name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding documents with proper filing fees

along with additional fees required under law and completion of all formalities, including payment of any late fee or any other charges which are

leviable by the respondent for the late filing of statutory returns, and also subject to payment of cost of Rs. 25,000/- to be paid to Prime Minister’s

Relief Fund. The name of the Appellant Company shall then, as a consequence, stand restored to the Register of the Registrar of Companies, as if the

name of the company had not been struck off in accordance with Section 248(1) of the Companies Act, 2013.

The appeal is disposed of accordingly.

Let the copy of the order be served to the parties.